Options and Warrants. (a) As of the Effective Time, all options to purchase Common Shares issued by the Company pursuant to its stock option plans or otherwise ("Options"), whether vested or unvested, and the Company's stock option plan(s) under which Options have been granted shall be assumed by the Buyer. Immediately after the Effective Time, each Option outstanding immediately prior to the Effective Time shall be deemed to constitute an option to acquire Buyer Common Stock on the same terms and conditions as were applicable under such Option at the Effective Time, subject to the adjustments contemplated by this Section 1.9(a). For all assumed Options, other than any Options issued as contemplated by Section 4.4(a) (referred to as the "Permitted Options"), each Option shall become an option to acquire a number of shares of Buyer Common Stock equal to the number of Common Shares subject to the unexercised portion of such Option multiplied by the Common Conversion Ratio (with any fraction resulting from such multiplication to be rounded down to the nearest whole number). The exercise price per share of each such assumed Option, other than Permitted Options, shall be equal to the exercise price of such Option immediately prior to the Effective Time, divided by the Common Conversion Ratio (with any fraction resulting from such division to be rounded up to the nearest whole cent). The number of shares purchasable under, and the exercise price of, each assumed Permitted Option shall not be adjusted in connection with the Merger and shall remain the same after the Effective Time. Following the Measurement Period, with respect to any Options assumed by Buyer pursuant to this Section 1.9(a) and still unexercised, other than Permitted Options, the holder of such assumed Option shall receive additional options, on the same terms and conditions and at the same exercise price per share in effect immediately prior to such issuance, to purchase a number of shares of Buyer Common Stock equal to the difference between (i) the number of shares of Buyer Common Stock subject to such assumed Option immediately prior thereto multiplied by a fraction, (A) the numerator of which is the Total Merger Consideration and (B) the denominator of which is 4,960,000 (with any fraction resulting from such multiplication to be rounded down to the nearest whole number), and (ii) the number of shares of Buyer Common Stock subject to such assumed Option immediately prior thereto. The exercise price in effect imme...
Options and Warrants. 3 1.07 Absence of Certain Changes or Events...............3 1.08
Options and Warrants. An option is the right to buy ("call option") or sell ("put option") a specific asset at a pre-determined time ("time of exercise") or during a pre-determined period for a pre-determined price ("exercise price"). The price of a call or put option is the option premium. Sub-Funds may buy or sell call or put options, provided that the relevant Sub-Fund has the right, in accordance with its investment objective and policy, to invest in the relevant underlyings.
Options and Warrants. (a) At the Effective Time, Sensec shall assume Ensec's rights and obligations under each of the outstanding stock options previously granted by Ensec to certain of its employees, directors and consultants that are outstanding immediately prior to the Effective Time (each such stock option existing immediately prior to the Effective Time is referred to herein as an "Existing Ensec Option" and each such assumed stock option existing immediately after the Effective Time is referred to herein as an "Assumed Ensec Option"). Under each Assumed Ensec Option, the optionee shall have the right to receive from Sensec, in accordance with the terms and subject to the conditions of the Existing Ensec Option, the Ensec Merger Consideration that such optionee would have been entitled to receive had the optionee exercised his or her Existing Ensec Option immediately prior to the Effective Time, but only in accordance with the terms and conditions of the Existing Ensec Option (including payment of the aggregate exercise price thereof). Except as provided in this Section 2.7(a), the Assumed Ensec Option shall not give the optionee any additional benefits that the holder thereof did not have under the Existing Ensec Option; provided, however, that the terms of such Existing Ensec Options shall govern the vesting thereof, including, if applicable, any vesting of Existing Ensec Options as a result of the Merger. Each Assumed Ensec Option shall constitute a continuation of the Existing Ensec Option, substituting Sensec for Ensec and, in the case of employees, employment by an Sensec Company for employment by an Ensec Company. Notwithstanding the foregoing, the terms of any Assumed Ensec Option shall be such that the substitution of the Assumed Ensec Option for the Existing Ensec Option would not constitute a modification of the Existing Ensec Option within the meaning of Section 424(h)(3) of the Code and the Regulations promulgated thereunder.
Options and Warrants. At the Effective Time, each option or warrant issued by the Company which is outstanding at that time will become the right to receive a sum in cash equal to (a) the amount, if any, by which the Merger Price exceeds the per share exercise price of the option or warrant, times (b) the number of shares of Common Stock issuable upon exercise of the option or warrant in full. In order to receive the amount to which a holder of an option or warrant is entitled under this Paragraph, the holder must deliver to the Company (i) any certificate or option agreement relating to the option or warrant and (ii) a document in which the holder acknowledges that the payment the holder is receiving is in full satisfaction of any rights the holder may have under or with regard to the option or warrant.
Options and Warrants. 8 1.10 Escrow..................................................................................................9 1.11 Articles of Incorporation and By-laws...................................................................9 1.12
Options and Warrants. 12 2.8. Adjustments....................................................13 2.9. Merger Subsidiary Capital Stock................................13 2.10. No Further Transfer of Shares.................................13 2.11.
Options and Warrants. There shall be no outstanding capital stock (or right, option, warrant or other arrangement to acquire such capital stock) of the Borrower, other than that owned by Holdings.
Options and Warrants. From time to time, the Company may grant to Executive options or warrants to purchase the Company’s common stock. The Company shall enter into an option or warrant agreement for the issuance of such options or warrants in such event.
Options and Warrants. (a) As of the Effective Time, all options to purchase Company Shares issued by the Company pursuant to its 1994 Stock Option Plan (the "Company Stock Option Plan") or pursuant to the resolution of Company's Board of Directors or the Compensation Committee thereof ("Options"), whether vested, unvested or subject to repurchase by Company following such exercise, which are outstanding and not exercised immediately prior to the Effective Time shall become and represent an option to acquire, on the same terms and conditions as were applicable under such Option immediately prior to the Effective Time, such number of shares of Buyer Common Stock as is equal to the number of Company Shares subject to the unexercised portion of such Option multiplied by the Standard Exchange Ratio (with any fraction resulting from such multiplication to be rounded down to the next lower whole number). The exercise price per share of each such assumed Option shall be equal to the exercise price of such Option immediately prior to the Effective Time, divided by the Standard Exchange Ratio (with any fraction of a cent resulting from such division to be rounded up to the next higher whole cent), but shall not be less than $.001. The term, exercisability (including any acceleration of exercisability as a result of this transaction), vesting schedule, repurchase provisions, status as an "incentive stock option" under Section 422 of the Internal Revenue Code of 1986 (as amended, the "Code"), if applicable, and all of the other terms of the Options in effect immediately prior to the Effective Time and after giving effect to any acceleration of vesting for such Options as a result of this transaction shall otherwise remain unchanged. As of the Effective Time, the warrant to purchase Series C Convertible Preferred Stock issued by the Company ("the Warrant"), to the extent outstanding and not exercised immediately prior to the Effective Time, shall become and represent a Warrant to acquire, on the same terms and conditions as were applicable under such Warrant immediately prior to the Effective Time, such number of shares of Buyer Common Stock as is equal to the number of Company Shares subject to the unexercised portion of such Warrant immediately prior to the Effective Time multiplied by the Series C Exchange Ratio (with any fraction resulting from such multiplication to be rounded down to the next lower whole number). The exercise price per share of each such assumed Warrant shall be equal...
